Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) and NBCUniversal
Media, LLC (“NBCUniversal”) announced today the commencement of a
private offer to exchange (the “Exchange Offer”) new series of
Comcast senior notes for up to $4.0 billion in aggregate principal
amount (the “Old Notes Cap”) of certain series of existing Comcast
and NBCUniversal notes (the “Old Notes”) described in the table
below. Subject to the Old Notes Cap, the aggregate principal amount
of Old Notes that are accepted for exchange will be based on the
order of acceptance priority for such series as set forth in the
table below (the “Acceptance Priority Levels”), and such that the
aggregate principal amount of Old Notes accepted in the Exchange
Offer results in the issuance of new notes due November 1, 2047
(the “New 2047 Notes”) in an aggregate principal amount not
exceeding $2.0 billion (the “2047 Notes Cap”), new notes due
November 1, 2049 (the “New 2049 Notes”) in an aggregate principal
amount not exceeding $2.0 billion (the “2049 Notes Cap”) and new
notes due November 1, 2052 (the “New 2052 Notes” and, together with
the New 2047 Notes and the New 2049 Notes, the “New Notes”) in an
aggregate principal amount not exceeding $1.5 billion (the “2052
Notes Cap”). Subject to the Old Notes Cap, validly tendered Old
Notes will be accepted for exchange in accordance with the
Acceptance Priority Levels first into New 2047 Notes, until the
2047 Notes Cap is reached, then into New 2049 Notes, until the 2049
Notes Cap is reached, and finally into New 2052 Notes, until the
2052 Notes Cap is reached (the “New Notes Waterfall”). The New
Notes will be guaranteed by NBCUniversal and Comcast Cable
Communications, LLC.
Title of Security
Issuer
CUSIP Number
PrincipalAmountOutstanding(millions)
ReferenceUSTSecurity(1)
Fixed Spread(basis points)
(2)
AcceptancePriorityLevel
6.950% Notes due 2037 Comcast Corporation 20030NAV3
$ 2,000 30 year 88 1 6.550% Notes due
2039 Comcast Corporation 20030NAY7 $ 800
30 year 100 2 6.400% Notes due March 1, 2040
Comcast Corporation 20030NBB6 $ 1,000
30 year 100 3
6.400% Notes due April 30, 2040
NBCUniversal Media, LLC
63946BAF7(3)
$ 1,000
30 year
100 4 6.450% Notes due 2037 Comcast
Corporation 20030NAM3 $ 1,850 30 year
90 5 6.400% Notes due 2038 Comcast Corporation
20030NAX9 $ 1,000 30 year 95 6 6.500%
Notes due 2035 Comcast Corporation 20030NAK7 $
1,000 30 year 85 7 5.950% Notes due 2041
NBCUniversal Media, LLC 63946BAG5 $ 1,200
30 year 103 8 5.650% Notes due 2035
Comcast Corporation 20030NAF8 $ 750 30 year
85 9
Total:
$ 10,600
(1) The 30 year Reference UST Security refers to the
3.000% U.S. Treasury Notes due May 15, 2047. (2) The Fixed Spread
is inclusive of the Early Participation Payment. (3) The 6.400%
Notes due April 30, 2040 also includes notes with a restrictive
legend (144A CUSIP number: 62875UAD7; Regulation S CUSIP:
U63763AB9).
Set forth below is a table summarizing the terms of the New
Notes and the consideration therefor in the Exchange Offer:
Title of Series
MaturityDate
Aggregate Principal Amount of Old
NotesAccepted for Tender(1)
ReferenceUSTSecurity(2)
Spread to 30-YearReference UST
Security
New 2047 Notes November 1, 2047
An amount of Old Notes such that
theaggregate principal amount of New 2047Notes issued does not
exceed $2,000,000,000
30 year 112 bps New 2049 Notes November 1,
2049
An amount of Old Notes such that
theaggregate principal amount of New 2049Notes issued does not
exceed $2,000,000,000
30 year 115 bps New 2052 Notes November 1,
2052
An amount of Old Notes such that
theaggregate principal amount of New 2052Notes issued does not
exceed $1,500,000,000
30 year 120 bps
(1) The aggregate principal amount of
Old Notes accepted for tender will also be subject to the Old Notes
Cap. (2) The 30 year Reference UST Security refers to the 3.000%
U.S. Treasury Notes due May 15, 2047.
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in a confidential offering memorandum
(the “Offering Memorandum”), dated October 3, 2017. Comcast and
NBCUniversal reserve the right, but are not obligated, to increase
the maximum amount of each series of New Notes that will be issued
following commencement of the Exchange Offer.
The Exchange Offer is only made and the New Notes are only being
offered and will only be issued, to holders of Old Notes either (a)
in the United States, that are “qualified institutional buyers,” as
that term is defined in Rule 144A under the Securities Act of 1933
(the “Securities Act”), in a private transaction in reliance upon
an exemption from the registration requirements of the Securities
Act or (b) (i) outside the United States, that are persons other
than “U.S. persons,” as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act, (ii) if located or resident
in any Member State of the European Economic Area which has
implemented Directive 2003/71/EC, as amended (the “Prospectus
Directive”), who are “Qualified Investors” as defined under the
Prospectus Directive and (iii) if located or resident in Canada, is
located or resident in a province of Canada and is an “accredited
investor” as such term is defined in National Instrument 45- 106 –
Prospectus Exemptions (“NI 45-106”), and, if resident in Ontario,
section 73.3(1) of the Securities Act (Ontario) that is not an
individual unless that person is also a “permitted client” as
defined in National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations (“NI 31-103”) (each,
an “Eligible Holder”).
Subject to acceptance priority levels, the New Notes Waterfall
and proration procedures described in the Offering Memorandum, (i)
holders who tender Old Notes on or prior to 5:00 p.m., New York
City time, on October 17, 2017 (such date and time, as it may be
extended by Comcast and NBCUniversal, the “Early Participation
Date”) will receive, for each $1,000 principal amount of Old Notes
tendered and accepted, the Total Consideration as further described
in the Offering Memorandum, payable in the form of New Notes and
(ii) holders who tender Old Notes after the Early Participation
Date will receive, for each $1,000 principal amount of Old Notes
tendered and accepted, the Exchange Consideration, which represents
the Total Consideration less the Early Participation Payment
described below, and which will be payable in the form of New
Notes. In addition, holders whose Old Notes are accepted for
exchange will receive accrued and unpaid interest from the last
applicable interest payment date to, but excluding, the date on
which the exchange of Old Notes accepted for exchange is settled
(the “applicable Settlement Date”), and amounts due in lieu of
fractional amounts of New Notes, in cash.
The early participation payment (the “Early Participation
Payment”) will be $30 per $1,000 principal amount of Old Notes and
will be paid in the form of New Notes. Old Notes tendered on or
prior to the early participation deadline will also have acceptance
priority over Old Notes tendered after the early participation
deadline.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on October 31, 2017 (the “Expiration Date”), unless extended
or earlier terminated by Comcast or NBCUniversal. If, as of the
Early Participation Date, the Exchange Offer is over-subscribed and
all conditions to the Exchange Offer have been or concurrently are
satisfied or waived by us, we will have the option but not the
obligation to accept for exchange all Old Notes validly tendered
and not validly withdrawn in the Exchange Offer as of the Early
Participation Date on the second business day following the Early
Participation Date or as soon as practicable thereafter, which is
expected to be October 19, 2017 (the “Early Settlement Date”). The
applicable Settlement Date will be the Early Settlement Date if we
elect to early settle the Exchange Offer, otherwise the applicable
Settlement Date will be the first business day following the
Expiration Date or as soon as practicable thereafter, which is
expected to be October 31, 2017.
Tenders of Old Notes submitted in the Exchange Offer at or prior
to 5:00 p.m. New York City time on October 17, 2017, subject to any
extension by Comcast (the “Withdrawal Deadline”), may be validly
withdrawn at any time prior to the Withdrawal Deadline, but
thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by
law (as determined by Comcast or NBCUniversal, as the case may be).
Tenders submitted in the Exchange Offer after the Withdrawal
Deadline will be irrevocable except in the limited circumstances
where additional withdrawal rights are required by law.
The Exchange Offer is subject to certain conditions, including
that if less than $500,000,000 of New 2047 Notes would be issued,
then no New Notes will be created and the Exchange Offer will be
terminated. In addition, if less than $500,000,000 of New 2049
Notes or New 2052 Notes would be issued, then no notes of such
series will be created.
The New Notes have not been registered under the Securities Act
or any other applicable securities laws. Therefore, the New Notes
may not be offered or sold except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act and the applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offer is being made solely by means of the Offering
Memorandum and only to such persons and in such jurisdictions as is
permitted under applicable law.
The Exchange Offer is only being made, and copies of the
Offering Memorandum will only be made available, to holders of the
Old Notes who have certified to Comcast in an eligibility letter
that they are Eligible Holders. Copies of the eligibility letter
are available to holders of the Old Notes through the information
agent, D.F. King & Co., Inc., at their website
http://www.dfking.com/comcast, by calling (866) 342-8290
(toll-free) or (212) 269-5550 (banks and brokers) or by email at
comcast@dfking.com.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Readers
are cautioned that such forward-looking statements involve risks
and uncertainties that could cause actual events or our actual
results to differ materially from those expressed in any such
forward-looking statements. Readers are directed to Comcast’s and
NBCUniversal’s periodic and other reports filed with the Securities
and Exchange Commission (SEC) for a description of such risks and
uncertainties. Neither company undertakes any obligation to update
any forward-looking statements. In evaluating those statements, you
should specifically consider various factors, including the risks
and uncertainties discussed in the Offer to Purchase, under the
caption “Risk Factors” in Comcast’s and NBCUniversal’s Annual and
Quarterly Reports on Forms 10-K and 10-Q and in other reports
Comcast and NBCUniversal file with the SEC. Actual events or
Comcast’s and NBCUniversal’s actual results may differ materially
from any of Comcast’s and NBCUniversal’s forward-looking
statements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171003006543/en/
Comcast CorporationInvestor Contacts:William Dordelman,
215-286-7550Jennifer Daley, 215-286-7732Jim McCue,
215-286-8701orPress Contact:John Demming, 215-286-8011
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